March 21, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (714)424-0389

Mr. Vincent Rinehart
President and Chief Executive Officer
Anza Capital, Inc.
3200 Bristol Street, Suite 700
Costa Mesa, CA 92626

Re:	Anza Capital, Inc.
	Form 10-K for the Fiscal Year Ended April 30, 2005
	Form 10-Q for the Fiscal Quarters Ended July 31, 2005,
and October 31, 2005
	File No. 000-19065

Dear Mr. Rinehart:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form 10-K for the Fiscal Year ended April 30, 2005

Financial Statements and Supplementary Data

General

1. Please revise future filings beginning with your Form 10-K for
the
fiscal year ended April 30, 2006 to provide the selected quarterly
financial data and disclosures as prescribed by Item 302(a) of
Regulation S-K.


Consolidated Financial Statements

Note 2 - Basis of Presentation and Summary of Significant
Accounting
Policies, page F-13

2. We note that on page F-13 you identified litigation loss
provisions as a primary area where financial information is
subject
to the use of estimates.  Please provide in your response letter
the
proposed revised disclosures you intend to include in the
financial
statements on your Form 10-K for the period ended April 30, 2006
to
describe your accounting policies regarding litigation loss
contingencies.  Refer to paragraphs 12-13 of APB 22, which
prescribe
disclosure of policies which materially affect the determination
of
financial position, cash flows, or results of operations.

3. Based upon your disclosures on page F-15, it appears that your
restricted cash balances as of April 30, 2005 and 2004 were not
available for withdrawal and/or use in current operations.  If
true,
please revise future filings to classify restricted cash balances
as
non-current assets.  Please refer to paragraphs 4-6 of Section 3A
of
ARB 43.


Note 10 - Commitments and Contingencies, page F-21

4. We note your disclosures on page 14 that you generally sell
loans
with 30 day recourse provisions relating to first payment
defaults,
breach of representations and warranties or fraud.  Please tell us
whether the indemnifications you discuss on page F-22 arose from
these 30 day recourse provisions.  Please also tell us the terms
of
any other indemnification agreements that you may have (if any)
aside
from the agreements described on page F-22.



Note 11 - Stockholders` Equity (Deficit), page F-26

5. Please tell us the following regarding the September 17, 2004,
Securities Exchange Agreement and Escrow Agreement:

* how you accounted for the reduction in value of the Cash
Technologies (TQ) shares from $1,320,000 at the inception of the
agreement to $1,090,000 as of April 30, 2005;
* whether both the warrants and the Series G convertible preferred
stock were returned to ANZA upon rescission of the agreement; and
* how you accounted for the rescission of the agreement and the
relevant accounting literature you relied upon to support your
treatment.

6. You state on page F-34 that the Gauld`s exercised their option
to
rescind the Securities Exchange Agreement, however your disclosure
on
page F-29 indicates that the company exercised its right to
rescind
the agreement.  Please reconcile these statements in your response
letter and revise your footnotes in future filings beginning with
your Form 10-K for the fiscal year ended April 30, 2006, to
clarify
the transaction as necessary.

7. We note your disclosure on page F-32 that you recognized
$900,000
and $678,980 of consulting expense in connection with the issuance
of
shares to consultants for services rendered.  Please tell us the
following:

* whether the shares issued to the consultants were common stock
of
AMRES or of Anza Capital, Inc.;
* the fair value of the services received from the consultants;
* how you determined that the fair value you assigned to the
equity
instruments issued was more reliably measurable than the fair
value
of the services received;
* what measurement date was used to determine the fair value of
the
equity instruments issued; and
* your basis for determining the measurement date used.


Note 13 - Segment and Other Information, page F-33

8. We note you have included a footnote for segment reporting,
however your disclosure does not appear to include all the
elements
prescribed by paragraphs 25-39 of SFAS 131.  Please provide us
with
the proposed revised segment reporting disclosures you intend to
use
in the financial statement footnotes included in your Form 10-K
for
the fiscal year ended April 30, 2006.  Please carefully review the
guidance prescribed by the aforementioned paragraphs to ensure
your
revised disclosure includes all general and specific elements, or
explain why such elements are not applicable.


Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure, page 20

9. We note you have changed your registered independent accounting
firm for the audit of the fiscal year ended April 30, 2005.
Please
revise your future filings beginning with your Form 10-K for the
fiscal year ended April 30, 2006 to provide the disclosures
prescribed by Item 304 of Regulation S-K.


Quarterly Report on Form 10-Q for the Quarters ended July 31, 2005
and October 31, 2005

Consolidated Financial Statements

General

10. It appears that your mortgage banking operations ceased on May
31, 2005.  Please tell us in your response letter why you have not
provided certain disclosures regarding your discontinued mortgage
banking operations (such as the manner and timing for disposal)
and
separately reported the operating results, net of applicable
income
tax effects, and assets and liabilities attributable to the
discontinued operation for all periods presented.  Please refer to
the guidance provided by Rule 5-03(15) of Regulation S-X and by
paragraphs 41-44 and 47-48 of SFAS 144.


* * * * *


       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter that keys your responses to our comments and provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Amanda Roberts, Staff Accountant, at
(202)551-
3417 or me at (202)551-3424 if you have questions.


      Sincerely,



      Lisa Haynes
      Reviewing Accountant



Mr. Vincent Rinehart
Anza Capital, Inc.
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